D&O Indemnification Provisions in Corporate Governance Documents: Implementing 2020 DOJ Guidance
A live 90-minute CLE webinar with interactive Q&A
This CLE webinar will provide corporate counsel with guidance for drafting director and officer (D&O) indemnification provisions in bylaws, LLC operating agreements, limited partnership agreements, and other governance documents as well as contractual indemnification agreements. The panel will also discuss how indemnification provisions interact with a company's D&O insurance policies.
- D&O protection programs: overview
- Statutory indemnification
- 2020 DOJ guideance
- Drafting considerations
- Who is protected?
- Scope of protection
- Procedural provisions
- Bylaws vs. separate indemnity agreements: pros and cons
- Intersection between indemnity provisions and D&O insurance
The panel will review these and other crucial questions:
- What exposures are typically covered in comprehensive indemnification provisions--in governance documents and individual agreements--to provide directors and officers protection from personal liability for corporate actions?
- How does the 2020 DOJ guidance impact counsel's integration of indemnification provisions into corporate governance documents?
- Under what circumstances might a corporation decide to enter an individual indemnification agreement with its directors or officers?
- How do D&O indemnification provisions interact with a typical D&O insurance policy in terms of the scope of protection that each provides?
Edward T. Kang
Kang Haggerty & Fetbroyt
Mr. Kang devotes his practice to business litigation and other litigation involving business entities. Rated AV... | Read More
Mr. Kang devotes his practice to business litigation and other litigation involving business entities. Rated AV Preeminent on Martindale-Hubbell, he is recognized as providing exceptional legal counsel and support to his clients. Unlike many litigation attorneys who never, or rarely, try a case in court, Mr. Kang regularly tries cases, including jury trials.Close
Kandis L. Kovalsky
Kang Haggerty & Fetbroyt
Ms. Kovalsky's practice focuses on a broad range of high stakes complex commercial and business-related civil... | Read More
Ms. Kovalsky's practice focuses on a broad range of high stakes complex commercial and business-related civil litigation in Pennsylvania and New Jersey state and federal courts and arbitral tribunals. She routinely handles expedited litigation matters, including temporary restraining orders and injunctions in federal court.Close
Brian H. Mukherjee
Mr. Mukherjee advises corporations, directors and officers, risk managers, and other professionals on insurance... | Read More
Mr. Mukherjee advises corporations, directors and officers, risk managers, and other professionals on insurance coverage, corporate indemnification, and litigation matters. He also has extensive experience in the negotiation and review of the terms and conditions in executive and professional liability policies, including cyber risk and related coverages. In addition, Mr. Mukherjee assists clients in evaluating insurance coverages in connection with M&As, dissolutions and other corporate transactions.Close
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